BY-LAWS of the MORGANTOWN COMMUNITY NEWCOMERS CLUB
INTRODUCTION
Bylaws are the framework for the governance and operation of this organization, the rules adopted by this organization chiefly for the governance of its members and the regulation of its affairs. They contain the fundamental principles and rules of the organization. Current bylaws must be available to each member of the organization.

ARTICLE 1 NAME, PURPOSE, OFFICES, FISCAL YEAR
Name
The name of this organization shall be the Morgantown Community Newcomers Club, Inc. (hereinafter referred to as the “Club”), a non-profit 501 (c) (7) organization (social organization).

Purpose
The purpose of this organization shall be to develop the friendship and social spirit with new residents and to aid in their assimilation into the citizenship of their new community in the Morgantown, West Virginia area.

Location of Office
The principal office of the Club shall be maintained at the current President’s residence in Morgantown, WV or at such other place designated by vote of the Board. The official mailing address of the Club is PO Box 481, Dellslow, WV 26531.

Fiscal Year
The Club’s fiscal year shall begin July1st and will end on June 30th.

ARTICLE 2 MEMBERSHIP AND MEETINGS
MEMBERSHIP
2.1 Membership
The membership of the Club shall be open to all residents, past and present, of the Morgantown area and surrounding communities. Membership shall not be limited as to numbers or to duration of membership.

2.2 Membership Dues
Annual dues are required to be paid by the beginning of each fiscal year (July 1) during the annual membership drive. Dues paid in advance of July 1 for the next fiscal year will be held until the fiscal year begins on July1. A member is considered in good standing with the Club when dues are paid for the current fiscal year. If dues are not paid in a timely manner or if the member no longer wishes to belong, the member’s profile will be deleted from the Club website and the member will no longer be permitted to join in Club activities.

2.2a New Member Dues
New members are required to pay dues before they are given access to the Club website and considered an active member.

The amount of new member dues paid depends on when a new member joins:
First or Second Quarter (July – December) – full dues amount is required
Third Quarter (January, February, or March) – half the dues amount for the current fiscal year
Fourth Quarter (April, May, or June) – full dues which will be applied to the following fiscal year yet new member will be given access to the Club website and all its activities for the Fourth Quarter

2.3 Member Benefits
Membership shall commence with each member’s payment of yearly dues and shall include the right to hold office, to participate in all activities of the organization, access to the Club website, and to receive all regular notices and bulletins.

2.4 Establishing Dues
The Board shall establish the amount of following year’s dues by the final Board meeting of the fiscal year.

2.5 Guests
Guests are permitted to attend two (2) Club-funded functions prior to joining the Club. If an activity is member-funded, guests of members in good standing may attend and pay required fees for attendance. It is expected that guests follow the same guidelines as members for any Club activity.

MEETINGS
2.6 Officers
Officers will meet bi-annually and as needed. Recommendations of the Officers regarding Club vision, goals, budget, or other topics will be discussed and presented to the Board for further discussion.

2.7 Board of Directors
The Board shall hold at least five (5) meetings during the fiscal year. All Board members are required to attend the meetings at the time and place designated by the President. Meetings may be held in-person or virtual at the discretion of the President.

2.7a Special meetings
Officers may call special meetings of the Board for discussion and resolution on a specific topic.

2.7b Notice of Board Meetings
Notice of Board meetings shall be provided at the first Board meeting of August in each fiscal year. Board meetings will also be added as events to the Club website calendar and an email will be sent to members by the President. An agenda will be prepared by the President or Vice President which shall be provided to all Board members 48 hours in advance of the meeting. Directors are expected to provide items for the agenda to the President or Vice President at least 48 hours before the meeting.

2.7c Quorum⁄Proxy
The presence of a majority, or at least fifty-one percent (51%) of the Directors in office and entitled to vote shall constitute a quorum and either the President or Vice President shall attend. Directors shall be deemed as present at a meeting if a telephone or other means of communication enabling all attendees to hear each other is used. Any Director who cannot attend a meeting is entitled to designate a proxy to act in their place and stead, provided however, that the Director shall be responsible for informing the Secretary of the proxy and shall submit a proxy notification form prior to the meeting. A proxy shall be counted when considering the Board composition towards a majority and for all voting purposes to the same extent that the Director would be considered.

2.8 Club Meetings (Luncheons)
The Club’s regular meetings, also known as Luncheons, shall be held on the third Tuesday of September through May at 11:30 AM. Reservations are required and must be made one week prior to the luncheon. If a member cannot attend the luncheon after making their reservation by the RSVP date, the member must contact the Luncheon Director and may be responsible for paying for the lunch or finding a paying replacement attendee. The luncheon schedule is listed in the Morgantown Community Newcomers Club Directory.

Club business may be conducted at any Club meeting in which a membership quorum is present; a quorum shall consist of ten percent (10%) of the membership. Any Club member may attend Club meetings.

2.9 Coffees
Coffees are informal social gatherings and shall be held on the first Wednesday of September through May, from 10:00a.m. until noon, usually held in homes of members. the schedule is in the Morgantown Community Newcomers Club Directory and on the Club website calendar. Members are encouraged to invite prospective members to Coffees.

ARTICLE 3 BOARD OF DIRECTORS
3.1 General Powers
The Club shall be directed and managed by a Board of Directors.

3.2 Board
The Board of Directors shall consist of Officers and Directors.

3.2a Election and Qualification
The Board shall be elected at the April luncheon meeting for the following fiscal year. Board members shall hold office until the end of their term or June 30th prior to the commencement of their successor’s term on July 1st. All efforts should be made that no member holds more than one position on the Board. In the event a member holds more than one position on the Board, (ie an Officer and a Director position) that individual will have one vote on Club business.

3.2b Nominating Committee
At the first Board meeting in the first quarter of the calendar year, the Board will form a Nominating Committee to develop a slate of candidates for Officers and Directors to be presented at the April luncheon meeting. Nominees selected will be contacted about their willingness to serve. Additional nominations are accepted at any time. The Nominating Committee is responsible for providing each candidate with a complete description of the position described in these by-laws for which they may serve.

3.2c Chair of the Board
The President will serve as the Chair and shall preside at all Board meetings and shall have general supervision of all business of the Board and perform such other duties as may be imposed by law or by the Board. In the absence of the President, the Vice President shall serve as Chair.

3.2d Installation and Term of Directorship
Each Board member shall serve a one (1) year term, without a limit to the number of successive years so served. Officers and Directors will be installed at the May luncheon and their date of service shall commence on July 1st.

3.2e Resignation
Any Board member may resign at any time by first providing written notice of such resignation to the Board.

3.2f Removal
Any member of the Board may be removed by a vote of the Board, with or without cause when deemed in the organization’s best interest.

3.2g Vacancies
Any vacancy in the Board may be filled by the President. Any Board members appointed shall hold office until the next annual election of Officers or Directors and⁄or until the election and qualification of his or her successor.

3.2h Consent to Action without Meeting
Any action or resolution that might normally arise at a meeting of the Board may be addressed without a meeting if written consent is first provided by the Board. This written consent will be by email and shall be maintained with the Secretary’s records.

3.2i Voting
Each Board member shall be entitled to one vote on each matter submitted to a vote by the Board. A matter, issue or election subject to vote shall be considered affirmatively approved when a majority of the quorum present (51% or more) vote their affirmative approval. A matter or topic may be brought before the Board for a vote, via email, provided that each Board member replies with an email message which: (1) acknowledges their waiver of any request for discussion or further information on the matter or topic; and (2) affirms their approval or disapproval on the matter or topic brought before the Board for a vote. This requirement shall apply to all references within these bylaws which require a vote.

3.2j Duty of Loyalty or Conflicts of Interest
An actual or potential conflict of interest exists when any of the following exists: An officer or Director has an ownership, management, employment, investment or compensation relationship with an organization with which the Club does or proposes to do business. The Board shall provide guidance to a Director to assist in determining areas of actual or potential conflict of interest. Each Board member shall avoid conflicts and shall act to further the best interests of the Club. When an area of conflict arises, the Director with the conflict shall recuse himself or herself from discussing or voting on the subject and shall leave the room while the matter is discussed or voted upon. Meeting minutes shall reflect details where conflicts of interest are disclosed.

3.2k Record of the Board
The Secretary of the Board shall keep minutes of its meetings, resolutions and proceedings, which shall be verified and accepted with corrections by a vote of the Board at the following Board meeting. Final approved minutes are maintained by the Secretary.

3.2l Participation in Meetings Remotely
Any one or more Board members may participate in any meeting of the Board, or of any committee thereof, by means of a telephone or other technology options (Zoom), but only if, by means of such technology, all persons participating in the meeting can hear each other. Any Board member so participating in a meeting shall be considered present for the purpose of determining a quorum. Any vote of the Board member taken at any such meeting may be taken orally and shall have the same effect and validity as though the Board member was physically present.

3.2m Attendance at Meetings
Each Board member shall be expected to be regular in attendance at Board meetings. A majority of the Board may recommend removal of any Board member failing to meet this expectation.

3.2n Standards of Care and Fiduciary Duties
The Board shall stand in a fiduciary relation to the Club and shall perform his or her duties, including duties as a member of a committee, in good faith, in a manner the Board of Directors reasonably believes to be in the best interests of the Club and with such care, including reasonable inquiry, skill and diligence, as a person in ordinary prudence would use under similar circumstances.

3.2o Miscellaneous
The Board of Directors shall be the governing and policy-making body for all activities of the Club, including the governing body responsible for approval of any amendments to the articles of incorporation, bylaws or corporate charter.

3.3 Officers
Officer positions:
President
Vice President
Secretary
Treasurer
Assistant Treasurer

3.3a Officers General Description
Officers of this Club shall consist of a President, a Vice-President, a Secretary, a Treasurer and an Assistant Treasurer with such powers and duties not inconsistent with these bylaws, as may be elected or appointed by the Board (referred to individually as “Officer” or collectively as “Officers”). The Board at their discretion may require the Treasurer and any officer to give bond for the faithful discharge of their responsibilities. Officers have responsibility for upholding the mission and vision of the Club and its overall well-being. Officers will provide direction and recommendations to the Board as needed.

3.3b Executive Committee
Officers may form an Executive Committee as needed to include all Officers and former President. The Executive Committee may be formed to rule in emergency situations (ie pandemic) and is empowered to act for the Board of Directors.

3.3c Budget
Officers will create a budget to present to the Board for approval at the beginning of each fiscal year, conforming to its program of work and will require not less than quarterly financial reports provided by the Treasurer.

3.3d Maintenance of Non-Profit Status
It shall be the responsibility of the Officers to see that the Club’s activities are consistent with the organization’s intended non-profit status under Section 50l(c)(7) of the Internal Revenue Code and the provisions of West Virginia law, and subsequent amendments thereto, if any.

3.3e Delegation of Authority
The Officers may delegate authority to any agent or establish any committee in order to accomplish the Club’s purposes.

3.4 Special Committees
The President, as deemed necessary, may appoint committees to serve Club-related purposes. A committee shall terminate and cease to operate when the committee’s purpose has been achieved or completed. The members of the Board shall be expected to serve on special committees required to carry out the Board’s purpose. Any member may propose the need for a special committee to the Board.

3.5 Directors
Director positions may include but are not limited to the following areas of coordination or interest:
Coffee Director
Luncheon Director
Program Director
Membership Director
Interest Group Director
Publicity Director
Website and Technology Director
Member Information Director
Each Director is encouraged to form a committee based on the magnitude of their responsibilities. However only the Director attends and is a voting member at a Board meeting. Committee members would not attend Board meetings.
Each Director will submit budget requests to the Officers when requested prior to each new fiscal year.
Each Director will maintain records/documentation of details of their events and activities. These records will be transitioned to their successor.

ARTICLE 4 DUTIES OF OFFICERS AND DIRECTORS
OFFICERS
4.1 President
The President shall preside at all meetings of the Club, as Chair, and shall conduct meetings in compliance with Robert’s Rules of Order.

Specific President responsibilities:
Create and communicate Board meeting agendas
Write Club newsletters and other President posts
Ensure that Officers and Directors are performing duties as described in these bylaws
Keep communication open among members, Directors, Officers
Require an internal financial audit per fiscal year
Send formal letters of welcome to new members
Open and close Club meetings (coffees, luncheons)

4.2 Vice President
The Vice President shall preside at meetings and assist the President as necessary or requested.

Specific Vice President responsibilities:
In the absence of the President at any meeting, the Vice President shall serve as Chair
Historian – maintain internal Club records – Director’s annual reports
Helping Hands – coordinate helping our members in times of need
Provide assistance to the President as requested

4.3 Secretary
The Secretary shall keep all written records of Board meetings. The Secretary shall keep these records available for the required retention period.

Specific Secretary responsibilities:
Record and maintain the minutes of Board meetings including all documents provided and discussed at the meeting
Distribute minutes of the previous Board meeting to all Board members within seven (7) days after each Board meeting via email
Read/and or review the previous meeting minutes at the Board meeting prior to approval
Send Thank You and other correspondence as needed

4.4 Treasurer
The Treasurer shall be custodian of the Club funds and shall collect all fees and donations, pay all bills, and report the state of the treasury at meetings when called upon to do so.

Specific Treasurer responsibilities:
Communicate annual dues renewal in May with due date by July 31 with up to 3 reminders. Inform Membership Committee of dues not paid by July 31. Collect and deposit dues by check or PayPal; update website with date paid
Manage Paypal and track fee amount to update website
Maintain corporation status with the Secretary of State and file annual IRS forms
Pay all bills and reimburse approved expenses in a timely manner
Manage Club funds and bank accounts
Initiate and prepare for annual budget process
Maintain all financial and corporate records, present and past
Process new membership dues and send new member registration to the President, Membership Director, and Member Information Director
Provide Treasurers Report and Budget updates at each Board Meeting and on demand
Provide cash or check available for money exchange at member-funded events (luncheons)
Collect all mail from the Club PO Box

4.5 Assistant Treasurer
The Assistant Treasurer will assist the Treasurer with all duties as appropriate including:

Review expenses payment and provide second signature on Club checks
Provide reports at Board meetings in the absence of the Treasurer
Provide assistance to Treasurer as requested

DIRECTORS
Each Director is encouraged to recruit members to form a committee to assist in their responsibilities. All Directors are expected to use the Club website calendar for events and encourage all interest group leaders to use the Club website calendar.
Each Director is encouraged to post activities on the internal Morgantown Community Newcomers Club Chat Facebook page to publicize their events. Where appropriate, activities should be provided for posting on the public Facebook page – Morgantown Newcomers Club.
For operational and historical continuity, each Director is required to provide an annual report to the Vice President, which recaps activities, attendance at activities, and summarizes the success of their area of responsibility.

4.6 Coffee Director
The Coffee Director will plan coffees from September through May. The Board is responsible for the food items at the Welcome Coffee in September.

Creates invitations for all members with directions, information about the program, and coordination of food
Coordinates and maintains coffee refreshments and supplies (urns, cups, napkins, forks, condiments, etc)
Setup and clean up refreshments at each coffee
Coordinates monthly hostess and/or venue location

4.7 Program Director
The Program Director will recruit speakers who will provide educational, community-based presentations about the Morgantown community, and non-profit opportunities. Sales presentations will not be a part of any program.

Plan speakers or entertainment in coordination with the Luncheon and Coffee Directors
Provide schedule of speakers to the Board prior to the Welcome Coffee
Reserve and confirm each speaker
Introduce the speaker at each event
Provide a Thank-You to each speaker

4.8 Luncheon Director
The Luncheon Director will coordinate all luncheon activities at Regular Club Meetings including:

Select the restaurant, menu, and cost for each luncheon. Obtain a signed contract with each participating restaurant if required and confirm the reservation prior to the luncheon
Provide luncheon schedules to the Board at the first Board meeting of the fiscal year
Create invitations and provide content for distribution to all members; require reservations from members prior to the luncheons
Coordinate decorations and/or door prize(s) if desired
Collect member money at the luncheon and pay restaurant according to the contract; coordinate with Treasurer if cash exchange is required
Should attend each luncheon or delegate responsibilities to a committee member

4.9 Interest Group Director
The Interest Group Director has responsibility for coordinating the various activity groups of the Club.

Coordinate the interest groups of the Club and identify a Chairperson for each group
Inform the President of upcoming events of each group for publication in the Newsletter
Develop new interest groups for the Club as directed by the desires of the membership
Maintain contact with the groups through the Chairperson and ensure that all activities are entered by the Chairperson on the Club website calendar
Ensure the group descriptions are updated and accurate on the Club website and directory
Present any budget items for interest groups

4.10 Membership Director
The Membership Director has responsibility for accepting new members and maintaining existing membership. Due to the number of responsibilities, the Membership Director should recruit a committee for assistance.

Call new members and invite them to meetings and events
Introduce new members at the first event they attend and/or coffees and luncheons
Present new members with an information packet from the Morgantown community, including a Club directory and brochure
Create and provide nametags for members at Club events
Report the current number of members (new and existing) at each Board Meeting. Provide an end-of-year report indicating: existing members, new members, and members deleted due to non-payment of dues
When notified by the Treasurer of dues payment, activate new members access and remove members who have not paid dues from the website
Communicate member information for new members and changes regarding existing members to the Member Information Director
Contact existing members who have not attended Club activities to encourage their participation

4.11 Member Information Director
The Member Information Director is responsible for maintaining member data/contact information online and in a printable format.

Annually create a membership information directory for members, gathering Club information from appropriate Board members
Update the member information directory (contact info, birthdate, etc) on an ongoing basis and make available on the Club website
Have sufficient copies of the information printed, if possible, for distribution annually
Provide a copy of the membership information directory to all new members upon joining the Club
Periodically encourage members to keep their Club website profile updated

4.12 Publicity Director
The Publicity Director will actively seek ways to recruit new members and publicize the Club’s mission to the community.

Notify the local newspapers, magazines, and other media in writing of special Club functions
Update, order, and distribute Club flyers to the Chamber of Commerce, Convention Center, real estate agencies, area businesses, hotels, etc.
Post Club activities on the public Club Facebook page (Morgantown Newcomers Club) and keep the page updated
Find new opportunities to speak about the Club and get Club information to the community

4.13 Website and Technology Director
The Website and Technology Director has overall responsibility for the proper functioning of the Club’s website and additional programs used for Club communication.

Provide oversight and updates to the Club’s website and inform the Club of content changes
Inform the Board of issues with the existing website, obtain quotes from website developer, and provide recommendations for fixes or upgrades
Approve and assign member user roles appropriate with their website needs. Train members with appropriate access to use the website
Provide an annual budget for the website maintenance costs along with anticipated upgrades
Create specialized reports on request
Be the single point of contact with external website developer to maintain an operating and useful website for membership.
Maintain a log of work provided by external website developer in order to approve all invoices for work done and to account for the retainer amount provided annually to the external website developer.
Manage Club-wide emails/communications using MailChimp

4.14 Bonds
At the direction of a vote by the Board, any position may be required to be bonded in order to protect the Club, its directors, officers and members.

ARTICLE 5 LIMITATIONS OF PERSONAL LIABILITY OF DIRECTORS
5.1 Directors’ and Officers’ Liability; Indemnification
The Directors and Officers of the Club shall not be personally liable for loss to the Club or third party claims against the Club, except in the event of intentional misconduct or as otherwise provided by law. The Club shall maintain general liability and Directors and Officers Insurance, in amount approved by the Board through a vote or by resolution. The Directors and Officers Insurance coverage shall cover each Director and Officer and indemnify them against liability for acts taken by the Directors or Officers pursuant to their responsibilities as a Director or Officer or both.

5.2 Directors’ and Officers’ Preservation of Rights
Any repeal or modification of these Bylaws or resolutions passed by the Directors shall not adversely affect the rights of a Director, including the rights to indemnification from liability. The rights conferred by these Bylaws shall continue as to any person who has ceased to be a Director and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE 6 INDEMNIFICATION
6.1 Indemnification
It shall be the policy of the Club to indemnify any person who serves or has served as a Director or Officer against expenses (including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action, claim, complaint or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent authorized by the Code of West Virginia or other applicable law, as amended, upon finding as shall be requisite or appropriate under said section; and the Club is empowered and authorized to purchase and maintain, at the Club’s expense, insurance on behalf of any Director, Officer, employee or agent against any liability asserted against them or arising out of their status as such, whether or not the Club would have the power to indemnify them under the provisions of said section.

6.2 Mandatory Advancement of Expenses to Directors and Officers
The Club shall pay the insurance deductible expenses incurred by the Club in defending or appearing as witness in any civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding; however, said advancement shall be repaid by the Director or Officer if it shall ultimately be determined that the Director or Officer is not entitled to be indemnified by the Club as provided in Article Seven or Article Eight herein.

6.3 Scope of Indemnification
Indemnification under these Bylaws shall not be made in any case where a court determines that the alleged act or failure to act which gave rise to a claim for indemnification is expressly prohibited by law.

6.4 Indemnification Rights Generally
Each Director and Officer shall be deemed to act in reliance upon the rights of indemnification and advancement of expenses provided in these Bylaws.

6.5 Procedure for Effecting Indemnification
Unless first ordered by a court or affirmed by an applicable insurance underwriter, any indemnification provided for under these Bylaws shall be made only following determination that indemnification is proper and the person seeking indemnification has met applicable standard of conduct. Such determination shall be made either by a majority vote of a quorum of the Board (excluding the person seeking indemnification) or, if a quorum is not available or feasible, by independent counsel in a written opinion.

ARTICLE 7 RESTRICTIONS ON OPERATIONS AND ADMINISTRATION OF FUNDS
7.1 No Private or Political Beneficiaries
Consistent with the organization’s non-profit purpose and applicable federal and state law, the following restrictions shall apply: no part of the earnings of the non-profit corporation shall inure to the benefit of any private individual; no substantial part of the activities of the non-profit corporation shall be used for lobbying; and the non-profit corporation shall not engage in any political campaign activities on behalf of or in opposition to any candidate for public office.

7.2 No Violation of Purpose
Under no circumstances shall any Director or Officer make any distribution or expenditure, engage in any activity, hold any assets or enter into any transaction whatsoever the effect of which under applicable federal or state law will cause the corporation to lose its status as a 501(c)(7) organization.

7.3 Tax Records
The corporation shall maintain at its principal office a copy of its application for non-profit status and tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be made available during regular business hours for inspection by any person requesting to see them.

7.4 Annual Report
The Club shall furnish its members annual financial statements, which may be consolidated or combined statements of the Club that include a balance sheet as of the end of the fiscal year, and an income statement for that year. Financial statements shall be prepared for the corporation on the basis of generally accepted accounting principles.

ARTICLE 8 CONTRACTS, CHECKS AND DEPOSITS
8.1 Contracts
The President and any other Officer or Club representative authorized by the Board or these bylaws may enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or specific.

8.2 Checks and Notes
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club may be signed by the treasurer and/or another authorized Officer.

8.3 Books of Account
The Treasurer shall keep correct and complete books and records of account, which shall be open to inspection at any reasonable time by the Board. The Board may designate an auditor or accountant to conduct an audit of the books and records of the Club.

8.4 Deposits
All Club funds shall be deposited promptly to the credit of the corporation in such banks, financial institutions, trust companies or other depositories as the Board directs.

8.5 Borrowing
No loan shall be contracted on behalf of the Club and no evidence of indebtedness shall be executed or issued in its name, unless first authorized by resolution passed by a majority of a quorum of the Board voting upon said action.

8.6 Fiscal Year
The fiscal year of the Club shall begin on the first day of July and end on
the last day of June of the following year.

8.7 Loans to Officers and Directors
No loan shall be made by the Club to any Director or Officer.

ARTICLE 9 PROCEDURE
9.1 Robert’s Rules of Order shall be the authority for the procedure of meetings.

ARTICLE 10 AMENDMENT OF BYLAWS
10.1 These articles may be amended by the recommendation of Officers and a vote of the Board, provided that the proposed amendment shall have been provided in writing to all members at the immediately preceding regular/luncheon meeting of the Club.

10.2 Consistent with Tax Exempt Status. Amendments to these Bylaws must be consistent with the Club’s non-profit purpose and its intended non-profit status under Section 501(c)(7) of the Internal Revenue Code.

ARTICLE 11 DISSOLUTION OF ORGANIZATION
11.1 Dissolution
If the purpose of the organization ceases to exist or the membership and⁄or resources of the organization diminish to the point that the purpose of the organization is unattainable, a resolution of dissolution may be offered to the membership. All members of record will be notified by mail of the proposed resolution, and the date, time, and place that a vote on the resolution will be held. The vote will be conducted as outlined in Article XII of the bylaws of the organization.

11.2 Liquidation of Assets
In the event of dissolution of the organization or in the winding up of its affairs or other liquidation of its assets, the club’s property shall not be conveyed to any organization created or operated for profit or to any individual for less than fair market value of such property; all assets remaining after all debts and expenses of the non-profit club have been paid or provided for shall be conveyed or distributed by the Board of Directors to one or more organization qualifying for the exemption afforded by Section 501(c)(3) of the Code. Any such assets not so distributed shall be disposed of pursuant to an order by a court or competent jurisdiction, exclusively for such purposes or to such organization or organizations as said court shall determine.

ARTICLE 12 MISCELLANEOUS
12.1 Effective Date
These Bylaws shall take effect and be in full force from and after their adoption by the Board.

12.2 Adoption Date
Adopted by the Club at a meeting held in Morgantown, West Virginia, on the 27th day of August, 2008.

This instrument was prepared,
with unanimous consent of the Board of Directors, by:
Nancy E. Trudel, Attorney at Law
3701 Swallowtail Drive
Morgantown, WV 26508

12.3 Revision Date
Adopted by the Board at a meeting held in Morgantown, West Virginia on Wednesday, February 1, 2023.
The revisions were prepared by:
Denise Berrebi, President, Jane McCracken, Treasurer, Sally Kirkpatrick, Director